BORROWING BASE REDETERMINATION AGREEMENT AND THIRD
AMENDMENT TO CREDIT AGREEMENT
This BORROWING BASE REDETERMINATION AGREEMENT AND THIRD AMENDMENT TO CREDIT AGREEMENT (this Amendment), dated as of June 12, 2020, is by and among AMPLIFY ENERGY OPERATING LLC, a Delaware limited liability company (the Borrower), AMPLIFY ACQUISITIONCO LLC, a Delaware limited liability company (the Parent), each of the other undersigned guarantors (together with the Borrower, and the Parent, collectively, the Loan Parties), each of the Lenders that is a signatory hereto and BANK OF MONTREAL, as administrative agent for the Lenders (in such capacity, together with its successors, the Administrative Agent).
A. The Borrower, the Parent (as successor by conversion to Amplify Acquisitionco Inc.), the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of November 2, 2018 (as amended by that certain First Amendment to Credit Agreement dated as of May 5, 2019, that certain Second Amendment to Credit Agreement dated as of July 16, 2019, and as further amended, restated, amended and restated, modified or otherwise supplemented from time to time prior to the date hereof, the Credit Agreement), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.
B. The Borrower has provided the necessary Engineering Report in order for the Administrative Agent and the Lenders to complete the spring 2020 Scheduled Determination of the Borrowing Base and, after reviewing such Engineering Report, the Administrative Agent and the Lenders have recommended decreasing the Borrowing Base from $450,000,000 to $285,000,000.
C. Pursuant to Section 2.07(b) of the Credit Agreement, in connection with the reduction in the Borrowing Base pursuant to this Amendment to an amount that is less than the Aggregate Commitments, the Aggregate Commitments shall be automatically and permanently reduced to $285,000,000 (subject to any increase of the Aggregate Commitments in accordance with Section 2.04 of the Credit Agreement).
D. The Borrower, the Parent, the Administrative Agent and the Lenders party hereto desire to enter into this Amendment, to among other things, make certain amendments to the Credit Agreement.
E. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Defined Terms. Each capitalized term that is defined in the Credit Agreement, but that is not defined in this Amendment, shall have the meaning ascribed such term in the Credit Agreement, as modified hereby. Unless otherwise indicated, all section and exhibit references in this Amendment refer to the respective sections and exhibits in the Credit Agreement.